AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller has full power and authority to execute and deliver this Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), the amendment to the Employment Agreement in the form attached hereto as Exhibit C (the "Employment Agreement") to which such Seller is a party and the Escrow Agreement, and to assume and perform all of his obligations hereunder and thereunder. There are no contractual, statutory or other restrictions of any kind upon the power and authority of such Seller to execute and deliver this Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement and to consummate the transactions contemplated hereunder and thereunder and except for filings that may be required by DCGL, no action, waiver or consent by any Regulatory Authority is necessary to make this Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement, a valid instrument binding upon such Seller in accordance with its terms. This Agreement has been duly executed and delivered by such Seller and constitutes, and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement, when executed and delivered by such Seller in accordance with their terms will constitute, legal, valid and binding obligations of such Seller, enforceable in accordance with their terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Employment Agreement with Xxxxxx X. Xxxxxxx which is a condition precedent to the Closing and shall be entered into as provided in Section 8.4 (the "Employment Agreement") and to assume and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Employment Agreement (collectively, the "Transaction Documents") by the Company and the performance by the Company of its obligations thereunder has been duly authorized by its Board of Directors and no further authorization on the part of the Company is necessary to authorize the execution and delivery by it of, and the performance of its obligations under the Transaction Documents. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Company to execute and deliver the Transaction Documents and to consummate the transactions contemplated thereunder and, except as set forth on Schedule 3.5 hereto or in a writing delivered by the Company to GST prior to the date hereof, no action, waiver or consent by any foreign, federal, state, municipal or other governmental department, commission or agency (a "Governmental Authority") is necessary to make each of the Transaction Documents a valid instrument binding upon the Company in accordance with its terms. This Agreement has been duly executed and delivered by the Company and constitutes, and the other Transaction Documents, when executed and delivered by the Company in accordance with their respective terms will constitute, legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) as such obligations are subject to general principles of equity.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Each of the GST Companies has full power and authority, corporate and otherwise, to execute and deliver this Agreement, the Escrow Agreement, the Restrictive Covenant Agreements and the Indemnification Agreement (collectively, the "Buyer Documents") and to assume and perform all of its obligations thereunder. The execution and delivery of the Buyer Documents and the performance by each of the GST Companies of their respective obligations hereunder and thereunder have been duly authorized by their respective Boards of Directors and no further action or authorization on the part of or with respect to the GST Companies including, without, limitation any action or authorization by their respective shareholders, is necessary to authorize the execution and delivery by them of, and the performance of their obligations under, the Buyer Documents. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the GST Companies to execute and deliver the Buyer Documents and to consummate the transactions contemplated thereunder and no action, waiver or consent by any Governmental Authority is necessary to make the Buyer Documents valid and binding upon the GST Companies in accordance with the respective terms. The Buyer Documents have been duly executed and delivered by the GST Companies and constitute their respective legal, valid and binding obligations, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' rights generally, and the fact that equitable remedies or relief (including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller has full power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Employment Agreement to which such Seller is a party and to assume and perform all of his obligations hereunder and thereunder. There are no contractual, statutory, regulatory or other restrictions of any kind upon the power and authority of such Seller to execute and deliver this Agreement, the Registration Rights Agreement or Employment Agreement to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder. This Agreement has been duly executed and delivered by such Seller and constitutes, and the Registration Rights Agreement and the Employment Agreement to which such Seller is a party, when executed and delivered by such Seller in accordance with their terms will constitute, legal, valid and binding obligations of such Seller, enforceable in accordance with their terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Each of the Call America Companies has full corporate power and authority to execute and deliver this Agreement and to assume and perform all of its obligations hereunder. The execution and delivery of this Agreement by each of the Call America Companies and the performance by each of the Call America Companies of its obligations hereunder has been duly authorized by its respective Board of Directors and shareholders and no further authorization on the part of any of the Call America Companies is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. Except as disclosed on Schedule 3.4 hereto, there are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of any of the Call America Companies to execute and deliver this Agreement and to consummate the transactions contemplated hereunder, and no Consent by any Regulatory Authority is necessary to make this Agreement a valid instrument binding upon each of the Call America Companies in accordance with its terms, except any Consents that may be required by the Canadian federal law and FCC, state telecommunication and state utility regulations, and Consents and filings under the CGCL and the DGCL or where any such restriction or the failure to obtain such Consents would not have a Material Adverse Effect on the Call America Companies taken as a whole. This Agreement has been duly executed and delivered by each of the Call America Companies and constitutes a legal, valid and binding obligation of each of the Call America Companies, enforceable in accordance with their terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. The Sellers have the requisite corporate power and authority to execute and deliver this Agreement and the Employment Agreements of Annex A and Annex B
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller has full power and authority to execute and deliver this Agreement and the Employment Agreement to which such Seller is a party and to assume and perform all of their obligations hereunder and thereunder. There are no contractual, statutory or other restrictions of any kind upon the power and authority of such Seller to execute and deliver this Agreement and the Employment Agreement to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder and no action, waiver or consent by any Governmental Authority is necessary to make this Agreement or the Employment Agreement to which such Seller is a party, a valid instrument binding upon such Seller in accordance with its terms.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. 3 Section 2.4 Required Filings and Consents: No Conflict. . . . . . 3 Section 2.5
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Seller has full power and authority, corporate and otherwise, to execute and deliver this Agreement, to consummate the Transactions and to assume and perform all of its obligations hereunder. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and no action, waiver or consent by any foreign, federal, state, municipal or other governmental department, commission or agency (a "Governmental Authority") is necessary to make this Agreement valid and binding upon the Seller in accordance with its terms. Seller will pay any Delaware or federal stock transfer or other similar taxes or duties in connection with the sale and purchase of the Buyer Units and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' rights generally, and the fact that equitable remedies or relief (including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought.
AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. The Buyer has full power and authority, corporate and otherwise, to execute and deliver this Agreement and to assume and perform all of its obligations hereunder. The execution and delivery of this Agreement and the performance by the Buyer of its obligations hereunder has been duly authorized by all required corporate action and no other action or authorization on the part of or with respect to Buyer is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Buyer to execute and deliver this Agreement, to consummate the Transactions and to perform its obligations hereunder, and no action, waiver or consent by any Governmental Authority is necessary to make this Agreement valid and binding upon Buyer in accordance with its terms. This Agreement has been duly executed and delivered by Buyer and constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' rights generally, and the fact that equitable remedies or relief (including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought.
